Canoo (GOEVQ) 10-Q 9 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 03, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-38824
Entity Registrant Name	CANOO INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-1476189
Entity Address, Address Line One	19951 Mariner Avenue
Entity Address, City or Town	Torrance
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90503
City Area Code	424
Local Phone Number	271-2144
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		324,500,887
Entity Central Index Key	0001750153
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	GOEV
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	GOEVW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 6,815	$ 224,721
Restricted cash, current	4,208	2,771
Inventory	1,282	0
Prepaids and other current assets	28,107	63,814
Total current assets	40,412	291,306
Property and equipment, net	301,974	202,314
Restricted cash, non-current	9,500	0
Operating lease right-of-use assets	28,469	14,228
Deferred asset - Walmart warrants	50,175	0
Other assets	14,256	15,226
Total assets	444,786	523,074
Current liabilities
Accounts payable	96,576	52,267
Accrued expenses and other current liabilities	74,118	83,925
Convertible debt, current	12,500	0
Total current liabilities	183,194	136,192
Contingent earnout shares liability	6,188	29,057
Operating lease liabilities	27,533	13,826
Total liabilities	216,915	179,075
Commitments and Contingencies
Stockholders’ equity
Preferred stock, $0.0001 par value; 10,000 authorized, no shares issued and outstanding at September 30, 2022 and December 31, 2021	0	0
Common stock, $0.0001 par value; 500,000 authorized; 299,868 and 238,578 issued and outstanding at September 30, 2022 and December 31, 2021, respectively	29	24
Additional paid-in capital	1,327,435	1,036,104
Accumulated deficit	(1,099,593)	(692,129)
Total stockholders’ equity	227,871	343,999
Total liabilities and stockholders’ equity	$ 444,786	$ 523,074

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	299,868,000	238,578,000
Common stock, shares outstanding (in shares)	299,868,000	238,578,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 0	$ 0	$ 0	$ 0
Costs and Operating Expenses
Cost of revenue, excluding depreciation	0	0	0	0
Research and development expenses, excluding depreciation	57,063	59,387	255,009	158,033
Selling, general and administrative expenses, excluding depreciation	48,826	45,510	159,600	144,072
Depreciation	3,449	2,109	9,020	6,317
Total costs and operating expenses	109,338	107,006	423,629	308,422
Loss from operations	(109,338)	(107,006)	(423,629)	(308,422)
Other (expense) income
Interest (expense) income	(2,179)	33	(2,189)	79
(Loss) gain on fair value change in contingent earnout shares liability	(2,067)	25,764	22,869	101,166
Loss on fair value change in private placement warrants liability	0	0	0	(1,639)
Loss on extinguishment of debt	(4,095)	0	(4,095)	0
Other (expense) income, net	(26)	334	(420)	160
Loss before income taxes	(117,705)	(80,875)	(407,464)	(208,656)
Provision for income taxes	0	0	0	0
Net loss and comprehensive loss	(117,705)	(80,875)	(407,464)	(208,656)
Net loss and comprehensive loss	$ (117,705)	$ (80,875)	$ (407,464)	$ (208,656)
Per Share Data:
Net loss per share, basic (in dollars per share)	$ (0.43)	$ (0.35)	$ (1.62)	$ (0.92)
Net loss per share, diluted (in dollars per share)	$ (0.43)	$ (0.35)	$ (1.62)	$ (0.92)
Weighted-average shares outstanding, basic (in shares)	275,455	228,477	250,783	226,747
Weighted-average shares outstanding, diluted (in shares)	275,455	228,477	250,783	226,747

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Shareholder's Equity - USD ($) shares in Thousands, $ in Thousands	Total	Standby equity purchase agreement	PIPE	Pre-Paid Advance Agreement	Legal Settlement	VDL Nedcar	Walmart Inc	Common stock	Common stock Standby equity purchase agreement	Common stock PIPE	Common stock Pre-Paid Advance Agreement	Common stock Legal Settlement	Common stock VDL Nedcar	Additional paid-in capital	Additional paid-in capital Standby equity purchase agreement	Additional paid-in capital PIPE	Additional paid-in capital Pre-Paid Advance Agreement	Additional paid-in capital Legal Settlement	Additional paid-in capital VDL Nedcar	Additional paid-in capital Walmart Inc	Accumulated deficit
Balance at the beginning of the period (in shares) at Dec. 31, 2020								235,753
Balance as of beginning of period at Dec. 31, 2020	$ 565,242							$ 24						$ 910,579							$ (345,361)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds from exercise of public warrants (in shares)								597
Proceeds from exercise of public warrants	6,867													6,867
Repurchase of unvested shares - forfeitures (shares)								(118)
Repurchase of unvested shares – forfeitures	(2)													(2)
Issuance of shares for restricted stock units vested (in shares)								1,230
Issuance of shares for restricted stock units vested	0
Issuance of shares upon exercise of vested stock options (in shares)								37
Issuance of shares upon exercise of vested stock options	0																				0
Stock-based compensation	45,146													45,146
Conversion of private placement warrants to public warrants	8,252													8,252
Net loss and comprehensive loss	(15,227)																				(15,227)
Net loss and comprehensive loss	(15,227)																				(15,227)
Balance at the end of the period (in shares) at Mar. 31, 2021								237,499
Balance as of end of period at Mar. 31, 2021	610,278							$ 24						970,842							(360,588)
Balance at the beginning of the period (in shares) at Dec. 31, 2020								235,753
Balance as of beginning of period at Dec. 31, 2020	565,242							$ 24						910,579							(345,361)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of private placement warrants to public warrants	8,252
Net loss and comprehensive loss	(208,656)
Net loss and comprehensive loss	(208,656)
Balance at the end of the period (in shares) at Sep. 30, 2021								237,603
Balance as of end of period at Sep. 30, 2021	461,468							$ 24						1,015,461							(554,017)
Balance at the beginning of the period (in shares) at Mar. 31, 2021								237,499
Balance as of beginning of period at Mar. 31, 2021	610,278							$ 24						970,842							(360,588)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of unvested shares - forfeitures (shares)								(56)
Repurchase of unvested shares – forfeitures	(2)													(2)
Issuance of shares for restricted stock units vested (in shares)								114
Issuance of shares for restricted stock units vested	0
Issuance of shares upon exercise of vested stock options (in shares)								6
Issuance of shares upon exercise of vested stock options	0																				0
Stock-based compensation	25,514													25,514
Net loss and comprehensive loss	(112,554)																				(112,554)
Net loss and comprehensive loss	(112,554)																				(112,554)
Balance at the end of the period (in shares) at Jun. 30, 2021								237,563
Balance as of end of period at Jun. 30, 2021	523,236							$ 24						996,354							(473,142)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds from exercise of public warrants (in shares)								1
Proceeds from exercise of public warrants	12													12
Repurchase of unvested shares - forfeitures (shares)								(391)
Repurchase of unvested shares – forfeitures	(3)													(3)
Issuance of shares for restricted stock units vested (in shares)								418
Issuance of shares for restricted stock units vested	0
Issuance of shares upon exercise of vested stock options (in shares)								12
Issuance of shares upon exercise of vested stock options	0																				0
Stock-based compensation	19,098													19,098
Net loss and comprehensive loss	(80,875)																				(80,875)
Net loss and comprehensive loss	(80,875)																				(80,875)
Balance at the end of the period (in shares) at Sep. 30, 2021								237,603
Balance as of end of period at Sep. 30, 2021	$ 461,468							$ 24						1,015,461							(554,017)
Balance at the beginning of the period (in shares) at Dec. 31, 2021	238,578
Balance as of beginning of period at Dec. 31, 2021	$ 343,999							$ 24						1,036,104							(692,129)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of unvested shares - forfeitures (shares)								(296)
Repurchase of unvested shares – forfeitures	(3)													(3)
Issuance of shares for restricted stock units vested (in shares)								584
Issuance of shares for restricted stock units vested	0
Issuance of shares upon exercise of vested stock options (in shares)								20
Issuance of shares upon exercise of vested stock options	0
Purchase of shares by VDL Nedcar (in shares)													972
Purchase of shares and warrants by VDL Nedcar						$ 8,400													$ 8,400
Stock-based compensation	20,680													20,680
Net loss and comprehensive loss	(125,367)																				(125,367)
Net loss and comprehensive loss	$ (125,367)																				(125,367)
Balance at the end of the period (in shares) at Mar. 31, 2022	239,858
Balance as of end of period at Mar. 31, 2022	$ 247,709							$ 24						1,065,181							(817,496)
Balance at the beginning of the period (in shares) at Dec. 31, 2021	238,578
Balance as of beginning of period at Dec. 31, 2021	$ 343,999							24						1,036,104							(692,129)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of private placement warrants to public warrants	0
Net loss and comprehensive loss	(407,464)
Net loss and comprehensive loss	$ (407,464)
Balance at the end of the period (in shares) at Sep. 30, 2022	299,868
Balance as of end of period at Sep. 30, 2022	$ 227,871							29						1,327,435							(1,099,593)
Balance at the beginning of the period (in shares) at Mar. 31, 2022	239,858
Balance as of beginning of period at Mar. 31, 2022	$ 247,709							$ 24						1,065,181							(817,496)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of unvested shares - forfeitures (shares)								(175)
Repurchase of unvested shares – forfeitures	(3)													(3)
Issuance of shares for restricted stock units vested (in shares)								1,017
Issuance of shares for restricted stock units vested	0
Issuance of shares - SEPA and PIPE, PPA and Legal Settlement (in shares)									14,236	13,699	27,015	2,034
Issuance of shares		$ 33,083	$ 50,000	$ 81,909	$ 5,532				$ 1	$ 1	$ 3				$ 33,082	$ 49,999	$ 81,906	$ 5,532
Recognition of vested Walmart warrants							$ 50,175													$ 50,175
Offering costs for the issuance of shares	(1,233)													(1,233)
Issuance of shares upon exercise of vested stock options (in shares)								7
Issuance of shares upon exercise of vested stock options	$ 0
Issuance of shares under employee stock purchase plan (in shares)	254
Issuance of shares under employee stock purchase plan	$ 1,175													1,175
Stock-based compensation	20,773													20,773
Net loss and comprehensive loss	(164,392)																				(164,392)
Net loss and comprehensive loss	$ (164,392)																				(164,392)
Balance at the end of the period (in shares) at Jun. 30, 2022	268,896
Balance as of end of period at Jun. 30, 2022	$ 188,345							$ 26						1,170,207							(981,888)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of unvested shares - forfeitures (shares)								(176)
Repurchase of unvested shares – forfeitures	(3)													(3)
Issuance of shares for restricted stock units vested (in shares)								1,245
Issuance of shares for restricted stock units vested	0
Issuance of shares upon exercise of vested stock options (in shares)								24
Issuance of shares upon exercise of vested stock options	0
Issuance of shares under employee stock purchase plan (in shares)								830
Issuance of shares under employee stock purchase plan	1,324													1,324
Stock-based compensation	19,527													19,527							0
Net loss and comprehensive loss	(117,705)																				(117,705)
Net loss and comprehensive loss	$ (117,705)																				(117,705)
Balance at the end of the period (in shares) at Sep. 30, 2022	299,868
Balance as of end of period at Sep. 30, 2022	$ 227,871							$ 29						$ 1,327,435							$ (1,099,593)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (117,705)	$ (80,875)	$ (407,464)	$ (208,656)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	3,449	2,109	9,020	6,317
Non-cash operating lease expense			1,515	774
Non-cash commitment fee under SEPA			582	0
Non-cash legal settlement			5,532	0
Stock-based compensation expense			60,980	89,758
Gain on fair value change of contingent earnout shares liability	(2,067)	25,764	22,869	101,166
Loss on fair value change in private placement warrants liability	0	0	0	1,639
Loss on extinguishment of debt	4,095	0	4,095	0
Non-cash debt discount			900	0
Amortization of debt issuance costs and non-cash interest expense			1,316	0
Inventory			(1,282)	0
Prepaid expenses and other current assets			4,037	(8,915)
Other assets			970	(939)
Accounts payable & accrued expenses and other current liabilities			12,805	40,567
Net cash used in operating activities			(329,863)	(180,621)
Cash flows from investing activities:
Purchases of property and equipment			(88,817)	(73,976)
Prepayment to VDL Nedcar			0	(26,134)
Return of prepayment from VDL Nedcar			30,440	0
Net cash used in investing activities			(58,377)	(100,110)
Cash flows from financing activities:
Proceeds from exercise of public warrants			0	6,879
Repurchase of unvested shares			(9)	(7)
Payment of offering costs			(1,219)	(5,306)
Repayment of PPP loan			0	(6,943)
Proceeds from the purchase of shares and warrants by VDL Nedcar			8,400	0
Proceeds from issuance of shares under SEPA agreement			32,500	0
Proceeds from issuance of shares under PIPE			50,000	0
Proceeds from employee stock purchase plan			2,499	0
Proceeds from PPA			89,100	0
Net cash provided by (used in) financing activities			181,271	(5,377)
Net decrease in cash, cash equivalents, and restricted cash			(206,969)	(286,108)
Cash, cash equivalents, and restricted cash, beginning of period			227,492	702,422
Cash, cash equivalents, and restricted cash, end of period	20,523	416,314	20,523	416,314
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents at end of period	6,815	414,904	6,815	414,904
Restricted cash, current at end of period	4,208	1,410	4,208	1,410
Restricted cash, non-current at end of period	9,500	0	9,500	0
Total cash, cash equivalents, and restricted cash at end of period shown in the condensed consolidated statements of cash flows	$ 20,523	$ 416,314	20,523	416,314
Supplemental non-cash investing and financing activities
Acquisition of property and equipment included in current liabilities			72,375	46,774
Offering costs included in current liabilities			1,189	8,001
Recognition of operating lease right-of-use asset			15,757	2,362
Conversion of private placement warrants to public warrants			0	8,252
Issuance of shares for extinguishment of convertible debt under PPA agreement			81,909	0
Supplemental disclosures of cash flow information
Cash paid for interest			$ 0	$ 60

Organization and Business

Organization and Business	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Organization and BusinessCanoo Inc. (“Canoo” or the “Company”) is a mobility technology company with a mission to bring electric vehicles ("EVs") to everyone. We have developed a breakthrough EV platform that we believe will enable us to rapidly innovate, and bring new products addressing multiple use cases to market faster than our competition and at a lower cost.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation and Summary of Significant Accounting Policies These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC and accounting principles generally accepted in the United States (“GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022 (“Annual Report on Form 10-K”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. In the opinion of management, the Company has made all adjustments necessary to present fairly its condensed consolidated financial statements for the periods presented. Such adjustments are of a normal, recurring nature. The Company’s financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The accompanying unaudited condensed consolidated financial statements include the results of the Company and its subsidiaries. The Company’s comprehensive loss is the same as its net loss. Except for any updates below, no material changes have occurred with respect to the Company’s significant accounting policies disclosed in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K. Liquidity and Capital Resources As of the date of the filing of this Form 10-Q, the Company’s principal sources of liquidity are its unrestricted cash balance and its access to capital under the Wainwright ATM Program (as defined below). The Company has incurred losses since inception and had negative cash flow from operating activities of $329.9 million for the nine months ended September 30, 2022. The Company expects to continue to incur net losses and negative cash flows from operating activities in accordance with its operating plan and expects that both capital and operating expenditures will increase significantly in connection with its ongoing activities. As previously disclosed in our 2021 Form 10-K, management planned to raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing and to the extent unsuccessful at doing so, management had the intent and ability to use its discretion to delay, scale back, or abandon future expenditures. As of the date of the filing of this Form 10-Q, management has not taken actions to delay, scale back, or abandon future expenditures. However, management’s actions to preserve an adequate level of liquidity for a period of twelve months from the date of the filing of this Form 10-Q are not sufficient on their own without obtaining access to additional liquidity to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern. As an early-stage growth company, the Company’s ability to access capital is critical. Although management continues to explore raising additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company’s capitalization and liquidity, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. The condensed consolidated interim financial information does not include any adjustments that might result from the outcome of this uncertainty. We believe substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements. Macroeconomic Conditions Current adverse macroeconomic conditions, including but not limited to heightened inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, currency fluctuations, challenges in the supply chain and the ongoing impacts from COVID-19, could negatively affect our business. Ultimately, the Company cannot predict the impact of current or worsening macroeconomic conditions or the ongoing impacts of the COVID-19 pandemic. The Company continues to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate. To do this, the Company is working on projecting demand and infrastructure requirements and deploying its workforce and other resources accordingly. Property and Equipment, net Construction-in-progress is stated at historical cost and is transferred to its respective depreciable asset class once the underlying asset is ready for its intended use. Depreciation of construction-in-progress begins only once placed into service, over the estimated useful life on a straight-line basis. Useful life determination requires significant judgment. Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures , which provides a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available: • Level 1 Quoted prices in active markets for identical assets or liabilities. • Level 2 Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 6,188 $ — $ — $ 6,188 December 31, 2021 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 29,057 $ — $ — $ 29,057 The Company's financial assets and liabilities not measured at fair value on a recurring basis include cash and cash equivalents, restricted cash, short-term debt, accounts payable, and other current liabilities and are reflected in the financial statements at cost. Cost approximates fair value for these items due to their short-term nature. Earnout Shares Liability The Company has a contingent obligation to issue 15.0 million shares of Common Stock to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods (the “Earnout Shares”). Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met. The Earnout Shares are accounted for as a contingent liability and its fair value is determined using Level 3 inputs, since estimating the fair value of this contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of the Company. Following is a summary of the change in fair value of contingent earnout shares liability for the nine months ended September 30, 2022 (in thousands). Beginning fair value at December 31, 2021 $ 29,057 Change in fair value during the period (22,869) Ending fair value at September 30, 2022 $ 6,188 Convertible Debt The Company accounts for convertible debt that does not meet the criteria for equity treatment in accordance with the guidance contained in Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Accordingly, the Company elected to classify the convertible debt as a liability at amortized cost using the effective interest method. The Company classifies convertible debt based on the re-payment terms and conditions. Any discounts on the convertible debt and costs incurred upon issuance of the convertible debt are amortized to interest expense over the terms of the related convertible debt. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. Refer to Note 7 for information regarding convertible debt. Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("ASC 480"), then in accordance with ASC 815-40 ("ASC 815"), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock . Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. Refer to Note 13 for information regarding the warrants issued to Walmart Inc. ("Walmart").

Recent Accounting Pronouncement

Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2022
Accounting Standards Update and Change in Accounting Principle [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”), in the form of ASUs, to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have immaterial impact on the Company’s condensed consolidated financial position, results of operations or cash flows. Recently Issued Accounting Pronouncements Adopted In November 2021, the FASB issued ASU No. 2021-10 , Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which amends the guidance on accounting for government assistance and requires business entities to disclose information about certain government assistance they receive. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The amendments are effective for fiscal years beginning after December 15, 2021, and only impacts annual financial statement footnote disclosures. The Company adopted the new standard during the three months ended March 31, 2022, and the impact of any government assistance transactions within the scope of this standard will be included within our annual financial statement footnote disclosures for year ended December 31, 2022. Recently Issued Accounting Pronouncements Not Yet Adopted In September 2022, the FASB issued ASU No. 2022-04 , Liabilities—Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations, which adds certain disclosure requirements for a buyer in a supplier finance program. The amendments require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments are expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. The amendments are effective for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is permitted. We are currently assessing the provisions of this new pronouncement and evaluating any material impact that this guidance may have on our condensed consolidated financial statements.

Prepaids and other current asse

Prepaids and other current assets	9 Months Ended
	Sep. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaids and other current assets	Prepaids and other current assets Prepaids and other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Receivable from VDL Nedcar $ — $ 30,440 Deferred battery supplier cost 18,300 18,300 Short term deposits 2,977 7,030 Prepaid expense 6,021 4,865 Other current assets 809 3,179 Prepaids and other current assets $ 28,107 $ 63,814

Property and Equipment, net

Property and Equipment, net	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment, Net [Abstract]
Property and Equipment, net	Property and Equipment, net Property and equipment, net consisted of the following (in thousands): September 30, December 31, Tooling, machinery, and equipment 31,309 18,040 Computer hardware 8,643 6,161 Computer software 9,053 7,837 Vehicles 295 267 Furniture and fixtures 742 742 Leasehold improvements 14,956 14,939 Construction-in-progress 267,830 176,162 332,828 224,148 Less: Accumulated depreciation (30,854) (21,834) Property and equipment, net $ 301,974 $ 202,314 Construction-in-progress is primarily related to the development of manufacturing lines as well as equipment and tooling necessary in the production of the Company’s vehicles. Completed tooling assets are transferred to their respective asset classes and depreciation begins when an asset is ready for its intended use. Depreciation expense for property and equipment was $3.4 million and $9.0 million for the three and nine months ended September 30, 2022, respectively. Depreciation expense for property and equipment was $2.1 million and $6.3 million for the three and nine months ended September 30, 2021, respectively.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2022
Accrued Liabilities, Current [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following (in thousands): September 30, December 31, Accrued property and equipment purchases $ 26,331 $ 34,375 Accrued research and development costs 23,398 23,994 Accrued professional fees 14,174 9,239 Accrued battery supplier costs — 10,000 Other accrued expenses 10,215 6,317 Total accrued expenses $ 74,118 $ 83,925

Convertible Debt

Convertible Debt	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Convertible Debt	Convertible Debt Yorkville PPA On July 20, 2022, the Company entered into a Pre-Paid Advance Agreement (the "PPA") with YA II PN, Ltd. ("Yorkville") pursuant to which the Company could request advances of up to $50.0 million in cash from Yorkville, with an aggregate limit of $300.0 million (the "Pre-Paid Advance"). Amounts outstanding under Pre-Paid Advances could be offset by the issuance of shares of Common Stock to Yorkville at a price per share calculated pursuant to the PPA as the lower of 120% of the daily volume-weighted average price (“VWAP”) on Nasdaq as of the day immediately preceding the date a Pre-Paid Advance was made (“Fixed Price”) or 95% of the VWAP on Nasdaq as of the day immediately preceding the conversion date, which in no event would be less than $1.00 per share (“Floor Price”). The issuance of the shares of Common Stock under the PPA is subject to certain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the PPA (including the aggregation with the issuance of shares of Common Stock under Standby Equity Purchase Agreement entered into by the Company with Yorkville on May 10, 2022 (the “SEPA”), which was terminated effective August 26, 2022) cannot exceed 19.9% of the Company's outstanding shares of Common Stock as of May 10, 2022 ("Exchange Cap"). Interest accrues on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 5%, subject to an increase to 15% upon events of default described in the PPA. Each Pre-Paid Advance has a maturity date of 15 months from the Pre-Paid Advance Date. Yorkville is not entitled to participate in any earnings distributions until a Pre-Paid Advance is offset with shares of Common Stock. On July 22, 2022, the Company received an aggregate of $49.5 million on account of the first Pre-Paid Advance in accordance with the PPA. On August 26, 2022, the Company received an aggregate of $39.6 million on account of the second Pre-Paid Advance in accordance with the PPA. The net proceeds received by the Company from Yorkville include a 1% discount of the Pre-Paid Advance in accordance with the PPA. As of September 6, 2022, the first Pre-Paid Advance was fully paid off through the issuance of 15.1 million shares of Common Stock to Yorkville. As of September 30, 2022, 11.9 million shares of Common Stock has been issued to Yorkville under the second Pre-Paid Advance, with a remaining principal balance of $12.5 million presented as convertible debt, current within the condensed consolidated balance sheet as of September 30, 2022. The Company is required to pay the balance of the Pre-Paid Advance by making weekly payments of $1.0 million pursuant to a Side Letter to the PPA dated October 5, 2022 (the "PPA Side Letter"). Interest expense incurred under the PPA for the three and nine months ended September 30, 2022 was $2.2 million, which was a result of effective interest incurred under the PPA of $0.3 million, as well as the amortization of related debt issuance costs of $1.0 million and debt discount of $0.9 million. As of September 30, 2022, total remaining shares of Common Stock issuable under the Exchange Cap was 7.5 million. Other than the balance to be paid pursuant to the PPA Side Letter, the PPA provides that in respect of any Pre-Paid Advance, if the VWAP of shares of Common Stock is less than the Floor Price for at least five trading days during a period of seven consecutive trading days or the Company has issued substantially all of the shares of Common Stock available under the Exchange Cap, then the Company is required to make monthly cash payments of amounts outstanding under any Pre-Paid Advance beginning on the 10th calendar day and continuing on the same day of each successive calendar month until the entire amount of such Pre-Paid Advance balance has been paid or until the payment obligation ceases. Pursuant to the PPA, the monthly payment obligation ceases if the Exchange Cap no longer applies and the VWAP is greater than the Floor Price for a period of five consecutive trading days, unless a subsequent triggering date occurs. The Company, at its option, has the right, but not the obligation, to repay early in cash a portion or all amounts outstanding under any Pre-Paid Advance, provided that the VWAP of the Common Stock is less than the Fixed Price during a period of three consecutive trading days immediately prior to the date on which the Company delivers a notice to Yorkville of its intent and such notice is delivered at least 10 trading days prior to the date on which the Company will make such payment. If elected, the early repayment amount is to include a 3% redemption premium (“Redemption Premium”). If any Pre-Paid Advances are outstanding and any event of default has occurred, the full amount outstanding under the Pre-Paid Advances plus the Redemption Premium, together with interest and other amounts owed in respect thereof, will become, at Yorkville’s election, immediately due and payable in cash.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments Refer to Note 9 for information regarding operating lease commitments. In connection with the commencement of the Company's Bentonville, Arkansas lease in February 2022, the Company issued a standby letter of credit of $9.5 million which is included in restricted cash, non-current within the accompanying condensed consolidated balance sheet as of September 30, 2022. The letter of credit has a five year term and will not be drawn upon unless the Company fails to make its payments. Legal Proceedings From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. On April 2, 2021 and April 9, 2021, the Company was named as a defendant in putative class action complaints filed in California on behalf of individuals who purchased or acquired shares of the Company’s stock during a specified period. Through the complaint, plaintiffs are seeking, among other things, compensatory damages. The Company has filed a pending motion to dismiss the complaints. The final determinations of liability arising from these litigation matters will only be made following comprehensive investigations and litigation processes. On June 25, 2021, the Company was named as a nominal defendant in a stockholder derivative complaint filed in Delaware. Through the stockholder derivative complaint, the plaintiff asserted claims against certain of the Company’s current and former officers and directors and seeking, among other things, damages. On September 7, 2022, the court granted the defendants’ motion to dismiss the stockholder derivative complaint, dismissed the plaintiff’s claims without prejudice, and closed the case. On April 29, 2021, the SEC’s Division of Enforcement advised that it has opened an investigation related to, among other things, HCAC’s initial public offering, HCAC’s merger with the Company and the concurrent private investment in public equity offering, historical movements in the Company, the Company’s operations, business model, revenues, revenue strategy, customer agreements, earnings, and other related topics, along with the recent departures of certain of the Company’s officers. The SEC has informed the Company that its current investigation is a fact-finding inquiry. The SEC has also informed the Company that the investigation does not indicate that it has concluded that anyone has violated the law, and does not indicate that it has a negative opinion of any person, entity or security. We are providing the requested information and cooperating fully with the SEC investigation. In March 2022, the Company received demand letters on behalf of shareholders of the Company identifying purchases and sales of the Company’s securities within a period of less than six months by DD Global Holdings Ltd. (“DDG”) that resulted in profits in violation of Section 16(b) of the Exchange Act. On May 9, 2022, the Company brought an action against DDG in the Southern District of New York seeking the disgorgement of the Section 16(b) profits obtained by DDG from such purchases and sales. In the action, the Company seeks to recover an estimated $61.1 million of Section 16(b) profits. In September 2022, the Company filed an amended complaint and a motion to dismiss by DDG is fully briefed and pending. The Company was the respondent in a confidential arbitration initiated by a former employee of the Company concerning a dispute over issued shares of Common Stock. The arbitration demand alleged claims for conversion and violations of various California statutory provisions. The Company filed counterclaims against the former employee for breach of contract and declaratory judgment. The parties entered into a confidential settlement whereby the Company, without admitting wrongdoing, liability or unlawful conduct, released the shares of Common Stock that were in dispute and issued 2,033,864 additional shares of the Common Stock for full and final settlement of the claim. At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The Company provided indemnifications to certain of its officers and employees with respect to claims filed by a former employee.

Operating Leases

Operating Leases	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Operating Leases	Operating LeasesArkansas Facility Lease During the first quarter of 2022, the Company entered into a real estate lease for its industrialization facility in Bentonville, Arkansas ("Bentonville lease"). The original lease term is 10 years and commenced on February 1, 2022. The Bentonville lease contains an option to extend the term for 10 years and is classified as an operating lease. At the inception of the lease, it was not reasonably certain we would exercise any of the options to extend the term of the leases. The rent payments made by the Company under the Bentonville lease are expensed on a straight-line basis in the condensed consolidated statements of operations. Michigan Lease On October 20, 2021, the Company entered into a real estate lease for office space ("Michigan office lease") and research and development space ("Michigan R&D lease") located in Auburn Hills, Michigan (collectively the “Michigan lease”). The Michigan R&D lease commenced on August 25, 2022 once the Company gained control of the underlying asset. The Michigan R&D lease expires January 31, 2033 and is classified as an operating lease. As of September 30, 2022, the Company does not have control of the office space and therefore, the Michigan office lease has not commenced. The total minimum lease payments over the Michigan office lease is $8.9 million. Upon the execution of the lease agreement, the Company provided the landlord with a standby letter of credit of $1.1 million, which was included in restricted cash, current on the condensed consolidated balance sheets. The Michigan lease contains one option to extend the term for an additional five-year period. At the inception of the lease, it was not reasonably certain we would exercise the option to extend the term of the lease. The rent payments made by the Company under the Michigan lease are expensed on a straight-line basis in the condensed consolidated statements of operations. Lease Portfolio The Company used judgment in determining an appropriate incremental borrowing rate to calculate the operating lease right-of-use asset and operating lease liability. The weighted average discount rate used was 6.96%. As of September 30, 2022, the remaining operating lease ROU asset and operating lease liability were approximately $28.5 million and $29.3 million, respectively. As of December 31, 2021, the operating lease ROU asset and operating lease liability were approximately $14.2 million and $14.6 million, respectively. As of September 30, 2022 and December 31, 2021, $1.8 million and $0.8 million, respectively, of the lease liability was determined to be short term and was included in accrued expenses and other current liabilities within the condensed consolidated balance sheets. Related party lease expense related to these leases were $0.1 million and $0.4 million for the three and nine months ended September 30, 2022, respectively. Related party lease expense related to these leases were $0.1 million and $1.2 million for the three and nine months ended September 30, 2021, respectively. The weighted average remaining lease term at September 30, 2022 and December 31, 2021 was 9.7 years and 10.7 years, respectively. Maturities of the Company’s operating lease liabilities at September 30, 2022 were as follows (in thousands): Operating 2022 (excluding the nine months ended September 30, 2022) $ 866 2023 3,831 2024 3,985 2025 4,114 2026 3,937 Thereafter 24,401 Total lease payments 41,134 Less: imputed interest (1) 11,840 Present value of operating lease liabilities 29,294 Current portion of operating lease liabilities (2) 1,761 Operating lease liabilities, net of current portion $ 27,533 __________________________ (1) Calculated using the incremental borrowing rate (2) Included within Accrued expenses and other current liabilities line item on the Condensed Consolidated Balance Sheet.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsOn November 25, 2020, Legacy Canoo entered into an agreement, which remains in effect, with Tony Aquila, Executive Chair and Chief Executive Officer (“CEO”) of the Company, to reimburse Mr. Aquila for certain air travel expenses based on certain agreed upon criteria (“aircraft reimbursement”). The total aircraft reimbursement to Mr. Aquila for the use of an aircraft owned by Aquila Family Ventures, LLC (“AFV"), an entity controlled by Mr. Aquila, for the purposes related to the business of the Company was less than $0.1 million and approximately $0.6 million for the three and nine months ended September 30, 2022, respectively. The reimbursement was approximately $0.5 million and $1.5 million for the three and nine months ended September 30, 2021, respectively. In addition, certain AFV staff provided the Company with shared services support in its Justin, Texas corporate office facility. For the three and nine months ended September 30, 2022, the Company paid AFV approximately $0.3 million and $0.8 million, respectively, for these services. There were no payments made to AFV for these services for the three and nine months ended September 30, 2021. On May 10, 2022, the Company entered into Common Stock Subscription Agreement providing for the purchase of an aggregate of 13.7 million shares of Common Stock at a price of $3.65 per share for an aggregate purchase price of $50.0 million (the "PIPE"). The purchasers of the shares are special purpose vehicles managed by entities affiliated with Mr. Tony Aquila, the Company’s Executive Chairman and CEO. The closing of the PIPE occurred on May 20, 2022.

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Sep. 30, 2022
Share-based Payment Arrangement [Abstract]
Stock-based Compensation	Stock-based Compensation Restricted Stock Units Under the 2020 Equity Incentive Plan, employees are compensated through various forms of equity, including restricted stock unit awards (“RSU”). Each RSU represents a contingent right to receive one share of Common Stock. During the three and nine months ended September 30, 2022, 2,011,240 and 13,754,492 RSUs were granted subject to time-based vesting, respectively. Performance-Based Restricted Stock Units Performance stock unit awards (“PSU”) represent the right to receive a share of Common Stock if service, performance, and market conditions, or a combination thereof, are met over a defined period. PSUs that contain a market condition, such as stock price milestones, are subject to a Monte Carlo simulation model to determine the grant date fair value by simulating a range of possible future stock prices for the Company over the performance period. The grant date fair value of the market condition PSUs is recognized as compensation expense over the greater of the Monte Carlo simulation model’s derived service period and the arrangement’s explicit service period, assuming both conditions must be met. PSUs subject to performance conditions, such as operational milestones, are measured on the grant date, the total fair value of which is calculated as the product of the number of PSUs and the grant date stock price. Compensation expense for PSUs with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period. During the three and nine months ended September 30, 2022, 52,606 and 4,298,458 PSUs were granted to Company employees, respectively, with a total grant date fair value of approximately $0.1 million and $13.9 million, respectively. The PSUs vest based on the Company's achievement of certain specified operational milestones by various dates through December 2025. As of the grant date, the Company's analysis determined that these operational milestone events are probable of achievement and as such, compensation expense of $3.0 million and $4.6 million has been recognized for the three and nine months ended September 30, 2022. No PSUs were granted to the CEO during the three and nine months ended September 30, 2022. The compensation expense recognized for previously awarded PSUs to the CEO was $4.4 million and $13.5 million for the three and nine months ended September 30, 2022. The following table summarizes the Company’s stock-based compensation expense by line item for the three and nine months ended period presented in the condensed consolidated statements of operations (in millions): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Research and development $ 8.2 $ 5.8 $ 23.4 $ 22.6 Selling, general and administrative 11.3 13.3 37.5 67.1 Total $ 19.5 $ 19.1 $ 60.9 $ 89.7 The Company’s total unrecognized compensation cost as of September 30, 2022, was $86.8 million. 2020 Employee Stock Purchase Plan The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) was adopted by the board of directors on September 18, 2020, approved by the stockholders on December 18, 2020, and became effective on December 21, 2020 with the Business Combination. On December 21, 2020, the board of directors delegated its authority to administer the 2020 ESPP to the Compensation Committee. The Compensation Committee determined that it is in the best interests of the Company and its stockholders to implement successive three-month purchase periods, with the first offering period commencing on grant date January 3, 2022 and a purchase date of April 1, 2022. The 2020 ESPP provides participating employees with the opportunity to purchase up to a maximum number of shares of Common Stock of 4,034,783, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of ten years, in an amount equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, and (ii) 8,069,566 shares of Common Stock. During the three and nine months ended September 30, 2022, total employee withholding contributions for the 2020 ESPP was $0.5 million and $2.5 million, respectively, which is included in restricted cash, current, within the accompanying condensed consolidated balance sheet as of September 30, 2022. Approximately $0.2 million and $1.1 million of stock-based compensation expense was recognized for the 2020 ESPP during the three and nine months ended September 30, 2022, respectively.

Equity

Equity	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Equity	Equity Yorkville SEPA On May 10, 2022, the Company entered into the SEPA with Yorkville. Pursuant to the SEPA, the Company could sell to Yorkville up to $250.0 million of its shares of Common Stock, at the Company’s request any time during the 36 months following the execution of the SEPA. During the three and nine months ended September 30, 2022, we issued none and 14.2 million shares of Common Stock to Yorkville, respectively, for cash proceeds of $32.5 million with a portion of the shares issued as non-cash stock purchase discount under the SEPA. Effective August 26, 2022, the Company terminated the SEPA. At the time of termination, there were no outstanding borrowings, advance notices, shares of Common Stock to be issued or fees due under the SEPA. Wainwright At-The-Market Offering Program On August 8, 2022, the Company entered into an Equity Distribution Agreement (as supplemented by side letters entered into on August 8, 2022 and on October 5, 2022, the “Wainwright Sales Agreement”) with Evercore Group L.L.C. and H.C. Wainwright & Co., LLC (collectively, the "agents"), to sell shares of Common Stock having an aggregate sales price of up to $200.0 million, from time to time, through an “at-the-market offering” program under which the agents act as sales agents (the “Wainwright ATM Program”). The sales are made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Company is not obligated to sell any shares of Common Stock under the Wainwright Sales Agreement and may at any time suspend solicitation and offers thereunder. As of September 30, 2022, the Company had not sold shares of Common Stock under the Wainwright ATM Program. See Note 16 for shares sold after September 30, 2022. Other Issuances of Equity Refer to Notes 10 and 13 for information regarding the PIPE, VDL Nedcar (as defined below) and Walmart warrants, as applicable.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Warrants	Warrants Public Warrants As of September 30, 2022, the Company had 23,755,069 public warrants outstanding. Each public warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The public warrants will expire on December 21, 2025, or earlier upon redemption or liquidation. On March 2, 2021, all of the private placement warrants were converted to public warrants. There were no public warrants exercised for the three and nine months ended September 30, 2022. VDL Nedcar Warrants In February 2022, the Company and a company related to VDL Nedcar entered into an investment agreement, under which the VDL Nedcar-related company agreed to purchase shares of Common Stock for an aggregate value of $8.4 million, at the market price of Common Stock as of December 14, 2021. As a result, the Company issued 972,222 shares of Common Stock upon execution of the agreement. The Company also issued a warrant to purchase an aggregate 972,222 shares of Common Stock to VDL Nedcar at exercise prices ranging from $18 to $40 per share, which are classified as equity. The exercise period is from November 1, 2022, to November 1, 2025 ("Exercise Period"). The warrant can be exercised in whole or in part during the Exercise Period but can only be exercised in three equal tranches and after the stock price per Common Stock has reached at least the relevant exercise price. The $8.4 million received from VDL Nedcar is included as a financing cash inflow in the accompanying condensed consolidated statement of cash flows for the nine months ended September 30, 2022. The shares of Common Stock issued to VDL Nedcar are included in the accompanying condensed consolidated statement of stockholders' equity for the nine months ended September 30, 2022. Walmart Warrants On July 11, 2022, Canoo Sales, LLC, a wholly-owned subsidiary of the Company, entered into an Electric Vehicle Fleet Purchase Agreement (the “Walmart EV Fleet Purchase Agreement") with Walmart. Pursuant to the Walmart EV Fleet Purchase Agreement, subject to certain acceptance and performance criteria, Walmart agreed to purchase at least 4,500 EVs, with an option to purchase up to an additional 5,500 EVs, for an agreed upon capped price per unit determined based on the EV model. The Walmart EV Fleet Purchase Agreement (excluding any work order or purchase order as a part thereof) has a five-year term, unless earlier terminated. In connection with the Walmart EV Fleet Purchase Agreement, the Company entered into a Warrant Issuance Agreement with Walmart pursuant to which the Company issued to Walmart a Warrant to purchase an aggregate of 61.2 million shares of Common Stock, at an exercise price of $2.15 per share, which represented approximately 20% ownership in the Company on a fully diluted basis as of the issuance date. The Warrant has a term of 10 years and is vested with respect to 15.3 million shares of Common Stock. Thereafter, subject to stockholder approval, as applicable, the Warrant will vest quarterly in amounts proportionate with the net revenue realized by the Company from transactions with Walmart or its affiliates under the Walmart EV Fleet Purchase Agreement or enabled by any other agreement between the Company and Walmart, and any net revenue attributable to any products or services offered by Walmart or its affiliates related to the Company, until such net revenue equals $300.0 million, at which time the Warrant will have vested fully. Of the aggregate 61.2 million shares of Common Stock issuable to Walmart, 7.3 million shares of Common Stock are subject to stockholder approva l. In the event that stockholder approval is not obtained, in lieu of any shares which would have been issued to Walmart on account of the Warrant, the Company is required to pay to Walmart an amount in cash calculated pursuant to the Warrant. Since the counterparty is also a customer, the issuance of the Warrant was determined to be consideration payable to a customer within the scope of ASC 606, Revenue from Contracts with Customers, and was measured at fair value on the Warrant’s issuance date. Warrants that vested immediately resulted in a corresponding other asset presented on the condensed consolidated balance sheets under ASC 606 and amortized on a pro-rata basis, commencing upon initial performance, over the term of the Walmart EV Fleet Purchase Agreement. The fair value of the Warrants at the issuance date was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 10 Risk free interest rate 3.0 % Expected volatility 91.3 % Dividend yield — % Exercise price $ 2.15 Stock price $ 3.63 Estimates were determined as follows: (i) expected term based on the warrant’s contractual term, (ii) based on the blended volatilities of historical and implied market volatility of the Company, (iii) risk-free interest rates based on US Treasury yield for the expected term, and (iv) an expected dividend yield of zero percent was used since we did not yet and not yet presently expect to pay dividends.

Net Loss per Share

Net Loss per Share	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Net Loss per Share	Net Loss per Share The condensed consolidated statements of operations include the basic and diluted net loss per share. The following table presents the potential shares that were excluded from the computation of diluted net loss per share, because their effect was anti-dilutive as follows (in thousands): September 30, 2022 2021 Restricted and performance stock units 33,257 15,086 Convertible debt (Note 7) 7,451 — Restricted common stock shares 3,019 5,123 Early exercise of unvested stock options 870 3,146 Options to purchase common stock 197 285

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesAs the Company has not generated any taxable income since inception, the cumulative deferred tax assets remain fully offset by a valuation allowance, and no benefit from federal or state income taxes has been included in the condensed consolidated financial statements.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Side Letter to Pre-Paid Advance Agreement On October 5, 2022, the Company entered into the PPA Side Letter, pursuant to which the parties agreed that the Company will be permitted to submit sales orders, and consummate sales pursuant to such orders, for the Wainwright ATM Program beginning on October 5, 2022 for so long as the Company pays to Yorkville the sum of $1.0 million per calendar week to be applied in the order of priority set forth in the PPA Side Letter. Failure to make timely payments under the PPA Side Letter will automatically result in the reinstatement of restrictions on the Company’s ability to consummate sales under the Wainwright Sales Agreement and will be deemed an event of default. Side Letter to the Wainwright Sales Agreement On October 5, 2022, the Company entered into a Side Letter to the Wainwright Sales Agreement, pursuant to which, notwithstanding the existence of outstanding balances under the PPA as of October 5, 2022, but only for so long as any portion of such balance is outstanding, the agents agreed to allow the Company to submit orders to sell Common Stock of the Company under the Wainwright Sales Agreement beginning on October 5, 2022. In addition, pursuant to the Side Letter to the Wainwright Sales Agreement, during the period from October 5, 2022 until the beginning of the third business day after the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2022: (i) only H.C. Wainwright may be designated as a Designated Manager under the Wainwright Sales Agreement and receive the entire compensation payable thereunder (equal to 3.0% of the gross proceeds of the shares of Common Stock sold), and (ii) for so long as H.C. Wainwright acts as the sole Designated Manager, H.C. Wainwright agreed to waive the additional fee of 1.5% of the gross proceeds from any sales under the Wainwright Sales Agreement. Sale of shares under the Wainwright ATM Program For the period October 1, 2022 through the date of this filing, the Company sold an aggregate of 22.1 million shares of Common Stock for net proceeds of $30.5 million under the Wainwright ATM Program, and compensation paid to the agents for the period was $0.9 million. Purchase and Sale Agreement for Manufacturing Facility On November 9, 2022, the Company entered into a Purchase and Sale Agreement ("PSA") with Terex USA, LLC for the purchase of approximately 630,000 square foot vehicle manufacturing facility on approximately 121 acres in Oklahoma City, Oklahoma. The purchase price for the facility is $35.9 million. The closing of the PSA is expected to occur on or before February 22, 2023 and is subject to customary closing conditions. Zeeba Electric Vehicle Fleet Purchase Agreement On October 10, 2022, the Company entered into an Electric Vehicle Fleet Purchase Agreement (the “Zeeba EV Fleet Purchase Agreement”) with Zeeba Automotive Group, Inc, a fleet leasing provider. Pursuant to the Zeeba EV Fleet Purchase Agreement, subject to certain acceptance and performance criteria, Zeeba agreed to purchase at least 3,000 EVs by 2024, with an option to purchase up to an additional 2,450 EVs. Kingbee Electric Vehicle Fleet Purchase Agreement On October 11, 2022, the Company entered into an Electric Vehicle Fleet Purchase Agreement (the “Kingbee EV Fleet Purchase Agreement,” together with the Zeeba EV Fleet Purchase Agreement and the Kingbee EV Fleet Purchase Agreement, the “EV Fleet Purchase Agreements”) with Kingbee EV Corp, a work-ready van rental provider. Pursuant to the Kingbee EV Fleet Purchase Agreement, subject to certain acceptance and performance criteria, Kingbee agreed to purchase at least 9,300 EVs over the five-year term, with an option to purchase up to an additional 9,300 EVs. Battery Manufacturing Facility On November 1, 2022, the Company entered into a commercial lease of approximately 100,000 square foot manufacturing facility located in the MidAmerica Industrial Park in Pryor, Oklahoma with the Oklahoma Ordnance Works Authority for the assembly of its proprietary battery modules. The lease term is approximately 10 years with lessee's right to terminate after 5 years. The minimum aggregate lease payment over the initial term is expected to be approximately $7.2 million. The Company has analyzed its operations subsequent to September 30, 2022 through the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC and accounting principles generally accepted in the United States (“GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022 (“Annual Report on Form 10-K”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. In the opinion of management, the Company has made all adjustments necessary to present fairly its condensed consolidated financial statements for the periods presented. Such adjustments are of a normal, recurring nature. The Company’s financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.
Consolidation	The accompanying unaudited condensed consolidated financial statements include the results of the Company and its subsidiaries. The Company’s comprehensive loss is the same as its net loss.
Material changes	Except for any updates below, no material changes have occurred with respect to the Company’s significant accounting policies disclosed in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K.
Macroeconomic Conditions	Macroeconomic Conditions Current adverse macroeconomic conditions, including but not limited to heightened inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, currency fluctuations, challenges in the supply chain and the ongoing impacts from COVID-19, could negatively affect our business. Ultimately, the Company cannot predict the impact of current or worsening macroeconomic conditions or the ongoing impacts of the COVID-19 pandemic. The Company continues to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate. To do this, the Company is working on projecting demand and infrastructure requirements and deploying its workforce and other resources accordingly.
Property and Equipment, net	Property and Equipment, netConstruction-in-progress is stated at historical cost and is transferred to its respective depreciable asset class once the underlying asset is ready for its intended use. Depreciation of construction-in-progress begins only once placed into service, over the estimated useful life on a straight-line basis. Useful life determination requires significant judgment.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures , which provides a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available: • Level 1 Quoted prices in active markets for identical assets or liabilities. • Level 2 Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 6,188 $ — $ — $ 6,188 December 31, 2021 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 29,057 $ — $ — $ 29,057 The Company's financial assets and liabilities not measured at fair value on a recurring basis include cash and cash equivalents, restricted cash, short-term debt, accounts payable, and other current liabilities and are reflected in the financial statements at cost. Cost approximates fair value for these items due to their short-term nature. Earnout Shares Liability The Company has a contingent obligation to issue 15.0 million shares of Common Stock to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods (the “Earnout Shares”). Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met. The Earnout Shares are accounted for as a contingent liability and its fair value is determined using Level 3 inputs, since estimating the fair value of this contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of the Company. Following is a summary of the change in fair value of contingent earnout shares liability for the nine months ended September 30, 2022 (in thousands). Beginning fair value at December 31, 2021 $ 29,057 Change in fair value during the period (22,869) Ending fair value at September 30, 2022 $ 6,188
Convertible Debt	Convertible Debt The Company accounts for convertible debt that does not meet the criteria for equity treatment in accordance with the guidance contained in Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Accordingly, the Company elected to classify the convertible debt as a liability at amortized cost using the effective interest method. The Company classifies convertible debt based on the re-payment terms and conditions. Any discounts on the convertible debt and costs incurred upon issuance of the convertible debt are amortized to interest expense over the terms of the related convertible debt. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. Refer to Note 7 for information regarding convertible debt.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Adopted In November 2021, the FASB issued ASU No. 2021-10 , Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which amends the guidance on accounting for government assistance and requires business entities to disclose information about certain government assistance they receive. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The amendments are effective for fiscal years beginning after December 15, 2021, and only impacts annual financial statement footnote disclosures. The Company adopted the new standard during the three months ended March 31, 2022, and the impact of any government assistance transactions within the scope of this standard will be included within our annual financial statement footnote disclosures for year ended December 31, 2022. Recently Issued Accounting Pronouncements Not Yet Adopted In September 2022, the FASB issued ASU No. 2022-04 , Liabilities—Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations, which adds certain disclosure requirements for a buyer in a supplier finance program. The amendments require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments are expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. The amendments are effective for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is permitted. We are currently assessing the provisions of this new pronouncement and evaluating any material impact that this guidance may have on our condensed consolidated financial statements.
Warrants	Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("ASC 480"), then in accordance with ASC 815-40 ("ASC 815"), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock . Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. Refer to Note 13 for information regarding the warrants issued to Walmart Inc. ("Walmart").

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of assets and liabilities measured at fair value on a recurring basis	The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 6,188 $ — $ — $ 6,188 December 31, 2021 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 29,057 $ — $ — $ 29,057
Summary of the change in fair value of contingent earnout shares liability	Following is a summary of the change in fair value of contingent earnout shares liability for the nine months ended September 30, 2022 (in thousands). Beginning fair value at December 31, 2021 $ 29,057 Change in fair value during the period (22,869) Ending fair value at September 30, 2022 $ 6,188

Prepaids and other current as_2

Prepaids and other current assets (Tables)	9 Months Ended
	Sep. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of prepaids and other current assets	Prepaids and other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Receivable from VDL Nedcar $ — $ 30,440 Deferred battery supplier cost 18,300 18,300 Short term deposits 2,977 7,030 Prepaid expense 6,021 4,865 Other current assets 809 3,179 Prepaids and other current assets $ 28,107 $ 63,814

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment, Net [Abstract]
Schedule of Property and Equipment, net	Property and equipment, net consisted of the following (in thousands): September 30, December 31, Tooling, machinery, and equipment 31,309 18,040 Computer hardware 8,643 6,161 Computer software 9,053 7,837 Vehicles 295 267 Furniture and fixtures 742 742 Leasehold improvements 14,956 14,939 Construction-in-progress 267,830 176,162 332,828 224,148 Less: Accumulated depreciation (30,854) (21,834) Property and equipment, net $ 301,974 $ 202,314

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2022
Accrued Liabilities, Current [Abstract]
Schedule of Accrued Expenses and Other Current Liabilities	Accrued expenses consisted of the following (in thousands): September 30, December 31, Accrued property and equipment purchases $ 26,331 $ 34,375 Accrued research and development costs 23,398 23,994 Accrued professional fees 14,174 9,239 Accrued battery supplier costs — 10,000 Other accrued expenses 10,215 6,317 Total accrued expenses $ 74,118 $ 83,925

Operating Leases (Tables)

Operating Leases (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Lessee, Operating Lease, Liability, Maturity	Maturities of the Company’s operating lease liabilities at September 30, 2022 were as follows (in thousands): Operating 2022 (excluding the nine months ended September 30, 2022) $ 866 2023 3,831 2024 3,985 2025 4,114 2026 3,937 Thereafter 24,401 Total lease payments 41,134 Less: imputed interest (1) 11,840 Present value of operating lease liabilities 29,294 Current portion of operating lease liabilities (2) 1,761 Operating lease liabilities, net of current portion $ 27,533 __________________________ (1) Calculated using the incremental borrowing rate (2) Included within Accrued expenses and other current liabilities line item on the Condensed Consolidated Balance Sheet.

Stock-based Compensation (Table

Stock-based Compensation (Tables)	9 Months Ended
	Sep. 30, 2022
Share-based Payment Arrangement [Abstract]
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award	The following table summarizes the Company’s stock-based compensation expense by line item for the three and nine months ended period presented in the condensed consolidated statements of operations (in millions): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Research and development $ 8.2 $ 5.8 $ 23.4 $ 22.6 Selling, general and administrative 11.3 13.3 37.5 67.1 Total $ 19.5 $ 19.1 $ 60.9 $ 89.7 The fair value of the Warrants at the issuance date was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 10 Risk free interest rate 3.0 % Expected volatility 91.3 % Dividend yield — % Exercise price $ 2.15 Stock price $ 3.63

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award	The following table summarizes the Company’s stock-based compensation expense by line item for the three and nine months ended period presented in the condensed consolidated statements of operations (in millions): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Research and development $ 8.2 $ 5.8 $ 23.4 $ 22.6 Selling, general and administrative 11.3 13.3 37.5 67.1 Total $ 19.5 $ 19.1 $ 60.9 $ 89.7 The fair value of the Warrants at the issuance date was measured using the Black-Scholes-Merton option pricing model. The key inputs used in the valuation were as follows: Expected term (years) 10 Risk free interest rate 3.0 % Expected volatility 91.3 % Dividend yield — % Exercise price $ 2.15 Stock price $ 3.63

Net Loss per Share (Tables)

Net Loss per Share (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share	The following table presents the potential shares that were excluded from the computation of diluted net loss per share, because their effect was anti-dilutive as follows (in thousands): September 30, 2022 2021 Restricted and performance stock units 33,257 15,086 Convertible debt (Note 7) 7,451 — Restricted common stock shares 3,019 5,123 Early exercise of unvested stock options 870 3,146 Options to purchase common stock 197 285

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands, shares in Millions	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Business Combination, Separately Recognized Transactions [Line Items]
Net Cash Provided by (Used in) Operating Activities	$ (329,863)	$ (180,621)
Business Combination | Contingent earnout shares liability
Business Combination, Separately Recognized Transactions [Line Items]
Number of shares issued or issuable (in shares)	15

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Fair Value, Contingent Liability (Details) - Contingent earnout shares liability - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liability	$ 6,188	$ 29,057
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liability	6,188	29,057
Fair Value, Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liability	0	0
Fair Value, Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liability	0	0
Fair Value, Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liability	$ 6,188	$ 29,057

Basis of Presentation and Sum_6

Basis of Presentation and Summary of Significant Accounting Policies - Contingent Earnout Liability (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value during the period	$ 2,067	$ (25,764)	$ (22,869)	$ (101,166)
Contingent earnout shares liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liabilities, beginning fair value			29,057
Change in fair value during the period			(22,869)
Liabilities, ending fair value	$ 6,188		$ 6,188

Prepaids and other current as_3

Prepaids and other current assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Receivable from VDL Nedcar	$ 0	$ 30,440
Deferred battery supplier cost	18,300	18,300
Short term deposits	2,977	7,030
Prepaid expense	6,021	4,865
Other current assets	809	3,179
Prepaids and other current assets	$ 28,107	$ 63,814

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 332,828		$ 332,828		$ 224,148
Less: Accumulated depreciation	(30,854)		(30,854)		(21,834)
Property and equipment, net	301,974		301,974		202,314
Depreciation	3,449	$ 2,109	9,020	$ 6,317
Tooling, machinery, and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	31,309		31,309		18,040
Computer hardware
Property, Plant and Equipment [Line Items]
Property and equipment, gross	8,643		8,643		6,161
Computer software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	9,053		9,053		7,837
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	295		295		267
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	742		742		742
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	14,956		14,956		14,939
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 267,830		$ 267,830		$ 176,162

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued Liabilities, Current [Abstract]
Accrued property and equipment purchases	$ 26,331	$ 34,375
Accrued research and development costs	23,398	23,994
Accrued professional fees	14,174	9,239
Accrued battery supplier costs	0	10,000
Other accrued expenses	10,215	6,317
Total accrued expenses	$ 74,118	$ 83,925

Convertible Debt (Details)

Convertible Debt (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 06, 2022

Jul. 22, 2022

Jul. 21, 2022

Jul. 20, 2022

May 10, 2022

Sep. 30, 2022

Jun. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2021

Debt Conversion [Line Items]

Purchase price of common stock, percent

95%

120%

Purchase share price (in dollars per share)

$ 3.63

$ 3.63

$ 3.63

Proceeds from PPA

$ 89,100

$ 0

Convertible debt, current

$ 12,500

$ 12,500

12,500

$ 0

Pre-paid advance to minimum of settlement

$ 1,000

1,000

1,000

Interest (expense) income

$ (2,179)

$ 33

(2,189)

79

Other Noncash Income (Expense)

300

Amortization of Debt Issuance Costs

1,000

Non-cash debt discount

$ 900

$ 0

Convertible Note (If-Converted Basis)

Debt Conversion [Line Items]

Antidilutive securities excluded from computation of loss per share amount

7,451

0

Pre-Paid Advance Agreement

Debt Conversion [Line Items]

Redemption premium

3%

Common stock

Debt Conversion [Line Items]

Purchase share price (in dollars per share)

$ 3.65

Common stock | Pre-Paid Advance Agreement

Debt Conversion [Line Items]

Issuance of shares - SEPA and PIPE (in shares)

27,015

Yorkville

Debt Conversion [Line Items]

Pre-paid advance agreement, in cash advances

$ 50,000

Pre-paid advance agreement, in commitment amount

$ 300,000

Purchase share price (in dollars per share)

$ 1

Pre-paid advance agreement, annual rate

5%

Pre-paid advance agreement, increase upon to default

15%

Yorkville | First Pre-Paid Advance Agreement

Debt Conversion [Line Items]

Proceeds from PPA

$ 49,500

Yorkville | Second Pre-Paid Advance Agreement

Debt Conversion [Line Items]

Proceeds from PPA

39,600

Convertible debt, current

$ 12,500

Yorkville | Common stock | First Pre-Paid Advance Agreement

Debt Conversion [Line Items]

Issuance of shares - SEPA and PIPE (in shares)

15,100

Yorkville | Common stock

Debt Conversion [Line Items]

Exchange cap, maximum ownership percent

19.90%

Issuance of shares - SEPA and PIPE (in shares)

0

14,200

Yorkville | Common stock | Pre-Paid Advance Agreement

Debt Conversion [Line Items]

Issuance of shares - SEPA and PIPE (in shares)

11,900

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	May 09, 2022	Mar. 31, 2022	Dec. 31, 2021
Long-term Purchase Commitment [Line Items]
Common stock, shares authorized (in shares)	500,000,000				500,000,000
Common stock, shares issued (in shares)	299,868,000	268,896,000		239,858,000	238,578,000
Settled Litigation
Long-term Purchase Commitment [Line Items]
Common stock, shares issued (in shares)	2,033,864
DD Global Holdings Ltd | Pending Litigation
Long-term Purchase Commitment [Line Items]
Estimated recover of Section 16(b) profits			$ 61.1
Arkansas Lease
Long-term Purchase Commitment [Line Items]
Standby letter of credit In restricted cash	$ 9.5
Arkansas Lease | Letter of Credit
Long-term Purchase Commitment [Line Items]
Debt instrument, term (in years)	5 years

Operating Leases (Details)

Operating Leases (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Mar. 31, 2022	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Incremental borrowing rate, percent			6.96%
Operating lease right-of-use assets	$ 28,469,000		$ 28,469,000			$ 14,228,000
Operating lease liability	29,294,000		29,294,000			14,600,000
Current portion of operating lease liabilities	$ 1,761,000		$ 1,761,000			$ 800,000
Weighted average remaining lease term (in years)	9 years 8 months 12 days		9 years 8 months 12 days			10 years 8 months 12 days
MICHIGAN
Lessee, Lease, Description [Line Items]
Operating lease renewal term (in years)	5 years		5 years
Lease not yet commenced, operating lease liability to be paid	$ 8,900,000		$ 8,900,000
Number of options to extend the lease term			1
Investor
Lessee, Lease, Description [Line Items]
Related party transaction amount	$ 100,000	$ 100,000	$ 400,000	$ 1,200,000
Industrialization Facility in Bentonville, Arkansas
Lessee, Lease, Description [Line Items]
Lease term (in years)					10 years
Operating lease renewal term (in years)	10 years		10 years
Building | MICHIGAN
Lessee, Lease, Description [Line Items]
Security deposit	$ 1,100,000		$ 1,100,000

Operating Leases - Maturity (De

Operating Leases - Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Maturities of operating lease liabilities
2022 (excluding the nine months ended September 30, 2022)	$ 866
2023	3,831
2024	3,985
2025	4,114
2026	3,937
Thereafter	24,401
Total lease payments	41,134
Less: imputed interest	11,840
Present value of operating lease liabilities	29,294	$ 14,600
Current portion of operating lease liabilities	1,761	800
Operating lease liabilities, net of current portion	$ 27,533	$ 13,826
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other current liabilities

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ / shares in Units, shares in Thousands		3 Months Ended			9 Months Ended
	May 10, 2022	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Related Party Transaction [Line Items]
Purchase share price (in dollars per share)		$ 3.63			$ 3.63
PIPE
Related Party Transaction [Line Items]
Issuance of shares	$ 50,000,000		$ 50,000,000
Common stock
Related Party Transaction [Line Items]
Purchase share price (in dollars per share)	$ 3.65
Common stock | PIPE
Related Party Transaction [Line Items]
Issuance of shares - SEPA and PIPE (in shares)	13,700		13,699
Issuance of shares			$ 1,000
Board of Directors Chairman | Related Party Aircraft Expense Reimbursement
Related Party Transaction [Line Items]
Related party transaction amount		$ 100,000		$ 500,000	$ 600,000	$ 1,500,000
Board of Directors Chairman | Shared Services Support
Related Party Transaction [Line Items]
Related party transaction amount		$ 300,000			$ 800,000	$ 0

Stock-based Compensation - Narr

Stock-based Compensation - Narrative (Details) - USD ($) $ in Thousands, $ / shares in Millions		3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 21, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract]
Share-based compensation expense		$ 19,500	$ 19,100	$ 60,900	$ 89,700
Total unrecognized compensation cost related to options		$ 86,800		86,800
Employee withholding contributions for share based compensation				$ 9	$ 7
Restricted Stock Units (RSUs)
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract]
Granted (in shares)		2,011,240		13,754,492
Performance-Based Restricted Stock Units
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract]
Granted (in shares)		52,606		4,298,458
Total aggregate grant date fair value (in USD per shares)		$ 0.1		$ 13.9
Share-based compensation expense		$ 3,000		$ 4,600
Performance-Based Restricted Stock Units | Chief Executive Officer
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract]
Granted (in shares)		0		0
Share-based compensation expense		$ 4,400		$ 13,500
Employee Stock | 2020 Employee Stock Purchase Plan
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract]
Share-based compensation expense		200		1,100
Purchase periods	3 months
Shares available in ESPP (in shares)						4,034,783
Term of share increase to ESPP (in years)						10 years
Percent increase in shares	1%
Shares Contributed to ESPP (in shares)						8,069,566
Employee withholding contributions for share based compensation		$ 500		$ 2,500

Stock-based Compensation - Sche

Stock-based Compensation - Schedule of stock-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 19,500	$ 19,100	$ 60,900	$ 89,700
Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	8,200	5,800	23,400	22,600
Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 11,300	$ 13,300	$ 37,500	$ 67,100

Equity (Details)

Equity (Details) - USD ($) shares in Thousands, $ in Thousands			3 Months Ended		9 Months Ended
	Aug. 08, 2022	May 10, 2022	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022
Standby equity purchase agreement
Subsidiary or Equity Method Investee [Line Items]
Issuance of shares				$ 33,083
Standby equity purchase agreement | Common stock
Subsidiary or Equity Method Investee [Line Items]
Issuance of shares - SEPA and PIPE (in shares)				14,236
Issuance of shares				$ 1
At The Market Offering Agreement | Common stock
Subsidiary or Equity Method Investee [Line Items]
Sale of stock consideration	$ 200,000
Yorkville
Subsidiary or Equity Method Investee [Line Items]
Agreement period (in months)		36 months
Yorkville | Common stock
Subsidiary or Equity Method Investee [Line Items]
Issuance of shares - SEPA and PIPE (in shares)			0		14,200
Yorkville | Standby equity purchase agreement | Common stock
Subsidiary or Equity Method Investee [Line Items]
Agreement to sell shares, value		$ 250,000
Issuance of shares					$ 32,500

Warrants - Narrative (Details)

Warrants - Narrative (Details)				3 Months Ended	9 Months Ended
	Jul. 11, 2022 USD ($) $ / shares shares	Feb. 22, 2022 USD ($) tranche $ / shares	Feb. 17, 2022 shares	Sep. 30, 2022 $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)
Class of Warrant or Right [Line Items]
Shares of common stock per warrant (shares per warrant)				1	1
Warrant exercise price (in dollars per share) | $ / shares				$ 11.50	$ 11.50
Return of prepayment from VDL Nedcar | $					$ 0	$ 26,134,000
Number of tranches | tranche		3
Walmart Warrants
Class of Warrant or Right [Line Items]
Warrants vested (in shares)	15,300,000
Warrants subject to shareholder approval (in shares)	7,300,000
Walmart Warrants | Walmart Inc
Class of Warrant or Right [Line Items]
Number of electric vehicles | $	4,500
Number of electric vehicles, additions | $	5,500
Manufacturing Services Agreement With VDL Nedcar
Class of Warrant or Right [Line Items]
Return of prepayment from VDL Nedcar | $		$ 8,400,000
Warrant | VDL Nedcar
Class of Warrant or Right [Line Items]
Number of shares issued or issuable (in shares)			972,222
Warrant | VDL Nedcar | Minimum
Class of Warrant or Right [Line Items]
Share price (in dollars per share) | $ / shares		$ 18
Warrant | VDL Nedcar | Maximum
Class of Warrant or Right [Line Items]
Share price (in dollars per share) | $ / shares		$ 40
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				23,755,069	23,755,069
Public Warrants | Warrant
Class of Warrant or Right [Line Items]
Warrants exercised in the period (in shares)				0	0
Warrant Agreement
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	61,200,000
Warrant exercise price (in dollars per share) | $ / shares	$ 2.15
Vested of warrants	10 years
Warrant Agreement | Walmart Inc | Canoo Sales, LLC
Class of Warrant or Right [Line Items]
Ownership percentage	20%
Warrant Agreement | Walmart Warrants
Class of Warrant or Right [Line Items]
Revenue from related affiliates | $	$ 300,000,000

Warrants - Share-based Compensa

Warrants - Share-based Compensation Arrangements by Share-based Payment Award (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares
Equity [Abstract]
Expected Term (in years)	10 years
Risk-free interest rate (as percent)	3%
Expected volatility rate (as percent)	91.30%
Dividend yield (as percent)	0%
Exercise price (in dollars per share)	$ 2.15
Stock Price (in dollars per share)	$ 3.63

Net Loss per Share (Details)

Net Loss per Share (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Restricted and performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share amount	33,257	15,086
Convertible Note
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share amount	7,451	0
Restricted common stock shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share amount	3,019	5,123
Early exercise of unvested stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share amount	870	3,146
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share amount	197	285

Income Taxes (Details)

Income Taxes (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Current Federal, State and Local, Tax Expense (Benefit) [Abstract]
Income tax expense	$ 0	$ 0

Subsequent Events (Details)

Subsequent Events (Details) $ / shares in Units, shares in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

Nov. 09, 2022 USD ($) a squareFoot

Nov. 01, 2022 USD ($) squareFoot

Oct. 05, 2022 USD ($)

May 10, 2022 $ / shares shares

Nov. 09, 2022 USD ($) a squareFoot

Sep. 30, 2022 USD ($) $ / shares

Jun. 30, 2022 shares

Sep. 30, 2021 USD ($)

Sep. 30, 2022 USD ($) $ / shares

Sep. 30, 2021 USD ($)

Oct. 17, 2022 electricVehicle

Oct. 11, 2022 USD ($)

Subsequent Event [Line Items]

Share-based compensation expense

$ 19,500,000

$ 19,100,000

$ 60,900,000

$ 89,700,000

Purchase share price (in dollars per share) | $ / shares

$ 3.63

$ 3.63

Common stock

Subsequent Event [Line Items]

Purchase share price (in dollars per share) | $ / shares

$ 3.65

Common stock | PIPE

Subsequent Event [Line Items]

Issuance of shares - SEPA and PIPE (in shares) | shares

13,700

13,699

Subsequent Event

Subsequent Event [Line Items]

Number of square feet | squareFoot

100,000

Lease term (in years)

10 years

Lease, option to terminate (in years)

5 years

Lease not yet commenced, operating lease liability to be paid

$ 7,200,000

Subsequent Event | Side Letter to the Wainwright Sales Agreement

Subsequent Event [Line Items]

Sale of stock, percentage of additional fee

1.50%

Manager commissions, percent of gross proceeds

3%

Subsequent Event | Sale of shares under the Wainwright ATM Program

Subsequent Event [Line Items]

Share-based compensation expense

$ 900,000

Subsequent Event | Purchase and Sale Agreement for Manufacturing Facility | OKLAHOMA

Subsequent Event [Line Items]

Number of square feet | squareFoot

630,000

630,000

Area of land | a

121

121

Payments to acquire facility

$ 35,900,000

Subsequent Event | Common stock | Sale of shares under the Wainwright ATM Program

Subsequent Event [Line Items]

Sale of stock consideration

$ 30,500,000

Subsequent Event | Yorkville | Side Letter to Pre-Paid Advance Agreement

Subsequent Event [Line Items]

Sale of stock consideration

$ 1,000,000

Subsequent Event | Zeeba

Subsequent Event [Line Items]

Number of electric vehicles

3,000

Number of electric vehicles, additions

2,450

Subsequent Event | Kingbee

Subsequent Event [Line Items]

Number of electric vehicles | electricVehicle

9,300

Number of electric vehicles, additions | electricVehicle

9,300